10th Mar 2006 08:01
First Quantum Minerals Ld10 March 2006 Not for release, publication or distribution in whole or in part in or into Australia or Japan. NEWS RELEASE 06-06 March 10, 2006 www.first-quantum.com FIRST QUANTUM MINERALS ANNOUNCES EXTENSION OF BID FOR ADASTRA MINERALS First Quantum Minerals Ltd. ("First Quantum", TSX Symbol "FM", LSE Symbol "FQM")announced today that it has extended its formal offer (the "Offer") to acquireall the outstanding shares of Adastra Minerals Inc. ("Adastra") to March 20,2006. The Offer is now open until 12 midnight (Toronto time) on March 20, 2006, unlessthe Offer is withdrawn or extended by First Quantum. In addition, First Quantumis clarifying the condition against material changes in the Offer by specifyingthat the consummation of the Mitsubishi transaction will result in a withdrawalby First Quantum of the Offer. Except for these two variations, all otherconditions to the Offer remain the same. Under the terms of the Offer,shareholders of Adastra ("Adastra Shareholders") will continue to receive 1First Quantum common share for each 17.5 Adastra common shares held. "Given that the shareholders rights plan is still in place and denies AdastraShareholders of the opportunity to accept our Offer, we have no choice but toextend the Offer," said Mr. Philip Pascall, Chairman and CEO of First Quantum. About First Quantum Minerals First Quantum is a growing mining and metals company whose principal activitiesinclude mineral exploration, development and mining. First Quantum produces LMEgrade "A" copper cathode, copper in concentrate, gold and sulphuric acid. FirstQuantum's operations in Zambia include the 100% owned Bwana Mkubwa SX/EWfacility and sulphuric acid plants and the 80% owned Kansanshi open pitcopper-gold deposit. In the Democratic Republic of Congo, First Quantum operatesthe 100% owned Lonshi open pit copper mine which provides oxide copper ore forprocessing at Bwana Mkubwa, a 100% interest in the newly discovered Frontiercopper-cobalt deposit, and 11,000 sq/km of exploration rights. In Mauritania,First Quantum is developing the 80% owned Guelb Moghrein copper gold deposit. Important Notice________________ Persons who are resident in the United Kingdom should note the following threepoints: i. The Offer will not be subject to the provisions of the United KingdomTakeover Code. ii. The formal offer and take-over bid circular will not constitute aprospectus for the purposes of the Prospectus Rules published by the FinancialServices Authority of the United Kingdom (the "FSA"). Accordingly, the formaloffer and take-over bid circular will not be reviewed or approved by the FSA orby London Stock Exchange plc and it is not intended that any action will betaken by First Quantum, by Numis Securities or by RBC entities that would permita public offer of First Quantum shares to be made in the United Kingdom whichwould require an approved prospectus in accordance with the United KingdomFinancial Services and Markets Act 2000 ("FSMA") and the Prospectus Rules. iii. The Offer will be made to, and deposits of Adastra shares will beaccepted from, only those shareholders in the United Kingdom who are (or who areacting on behalf of), and who are able to establish to the satisfaction of FirstQuantum that they are (or are acting on behalf of): "qualified investors" withinthe meaning of section 86(7) of FSMA, or (ii) persons to whom the Offer mayotherwise be made or directed without an approved prospectus having first beenmade available to the public in the United Kingdom. UK shareholders receivingthe formal offer and take-over bid circular should consult with their legaladvisors to determine whether they are eligible as "qualified investors" or areotherwise able to receive and accept the Offer. The content of this press release, which has been prepared by and is theresponsibility of First Quantum, has been approved by Numis Securities Limited,Cheapside House, 138 Cheapside, London England EC2V 6LH, solely for the purposesof section 21 of the United Kingdom's Financial Services and Markets Act 2000.Numis Securities Limited is acting exclusively for First Quantum in connectionwith the Offer and no one else and will not be responsible to anyone other thanFirst Quantum for providing the protections afforded to clients of NumisSecurities Limited nor for providing advice in relation to the Offer or anyother matter referred to in this press release. This announcement does not constitute or form part of any offer to sell orinvitation to purchase any securities or solicitation of an offer to buy anysecurities, pursuant to the Offer or otherwise. This announcement is for information purposes and is not a substitute for theformal offer and take-over bid circular. First Quantum has filed with the U.S.Securities and Exchange Commission a Registration Statement on Form F-80, whichincludes the offer and take-over bid circular, and a tender offer statement onSchedule 14D-1F. Adastra Shareholders are urged to read the circular and anyother materials relating to the Offer, including the registration statement onForm F-80 and the tender offer statement on Schedule 14D-1F, because theycontain important information. Copies of the circular and other materialsrelating to the Offer can be obtained when they become available free of chargeat the SEDAR website at www.sedar.com, on the EDGAR website at www.sec.gov. orfrom RBC Dominion Securities, Inc. in Canada or RBC Capital Markets Corporationin the United States, who are acting as First Quantum's dealer managers (TollFree 1-866-246-3902 (Canada) or 1-866-246-3902 (United States)) or Innisfree M&AIncorporated for the United States and other locations (Toll Free 1-888-750-5834(English speakers) or 1-877-825-8777 (French speakers)), who is acting as FirstQuantum's information agent. This press release contains forward-looking statements. The words "expect","will", "intend", "estimate" and similar expressions identify forward-lookingstatements. Forward-looking statements are necessarily based upon a number ofestimates and assumptions that, while considered reasonable by management, areinherently subject to significant business, economic and competitiveuncertainties and contingencies which could cause actual results to differmaterially from the future results expressed or implied by the forward-lookingstatements. Such statements are qualified in their entirety by the inherentrisks and uncertainties surrounding future expectations. These risk factorsinclude, but are not limited to: realization of operational synergies, relianceon Adastra's publicly available information which may not fully identify allrisks related to their performance, success in integrating the retaildistribution systems, and the integration of supply chain management processes,as well as other risk factors listed from time to time in First Quantum'sreports, comprehensive public disclosure documents including the AnnualInformation Form, and in other filings with securities commissions in Canada (onSEDAR at www.sedar.com) and the United States (on EDGAR at www.sec.gov). On Behalf of the Board of Directors 12g3-2b-82-4461of First Quantum Minerals Ltd. Listed in Standard and Poor' Sedar Profile #00006237Philip PascallChairman & CEO For further information visit our web site at www.first-quantum.com North American contact: Geoff Chater or Bill Iversen 8th Floor, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8 Tel: (604) 688-6577 Fax: (604) 688-3818 Toll Free: 1 (888) 688-6577 E-Mail: [email protected] United Kingdom contact: Clive Newall, President1st Floor, Mill House Mill Bay Lane Horsham West Sussex RH12 1TQ United Kingdom Tel: +44 140 327 3484 Fax: +44 140 327 3494 E-Mail: [email protected]. or Carina Corbett, 4C-Burvale, Tel: + 44 20 7907 4761 The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Certain of the information contained in this news release constitute "forward-looking statements" within the meaning of the Private SecuritiesLitigation Reform Act of 1995. Such forward-looking statements, including butnot limited to those with respect to the prices of gold, copper and sulphuricacid, estimated future production, estimated costs of future production, theCompany's hedging policy and permitting time lines, involve known and unknownrisks, uncertainties, and other factors which may cause the actual results,performance or achievements of the Company to be materially different from anyfuture results, performance or achievements expressed or implied by suchforward-looking statements. Such factors include, among others, the actualprices of copper, gold and sulphuric acid, the factual results of currentexploration, development and mining activities, changes in project parameters asplans continue to be evaluated, as well as those factors disclosed in theCompany's documents filed from time to time with the British Columbia SecuritiesCommission and the United States Securities and Exchange Commission. ENDS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
FQM.LAAA.L